My Little Pony: Fall of the Pony Guard
by Guardian Kitch
Summary: Before he was the Bearded, Star-Swirl was the Lord Commander of the Pony Guard, an elite team of seven ponies tasked with protecting the realm that would one day become Equestria. Now, however, the Guard is in shatters, gutted from the inside out by one once considered a comrade. Now, he must put it all on the line to save Equestria. The Pony Guard will fall. Two legends will rise.


**It's been a while, but I'M BACK! My first story in nearly two years, but I! AM! BACK! BABY! OH YEAH!**

 **So, before you read this story there are a few things you should know. First, this story _is_ a one-shot-there will be no additional chapters or expansions on this specific story. However, it _won't_ be alone, not for long. See, the truth is, this story is a prelude of sorts (indirectly) to my coming _My Little Pony: Friendship is Magic_ fanfic series-in short, it explains a bit of backstory that will make a difference later on in that coming series.**

 **As you might have understood by the title and/or summary, this has some element from the new _Lion King_ television series, _Lion Guard_. However, this is _not_** **a crossover, so get that idea out of your heads, if you will.**

 **Finally, this story is my version of the backstory for both Star-Swirl the Bearded and Discord. Almost certainly not what _actually_ happened to either character, but still, it was fun to write.  
**

 **And you know the drill: _Lion Guard_ belongs to Disney, and _Friendship is Magic_ belongs to Hasbro, not me. I can dream, but no.**

* * *

 _ **My Little Pony: The Fall of the Pony Guard**_

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 **{871-880 Years Before The Birth of the Mane Six}**

He was widely considered one of the post powerful Unicorns alive today. His magical aptitudes were rivaled by none, not King Bullion, not Princess Platinum, not even his talented student, Celestia, and her sister, Luna. He'd refined ancient magic, he'd created his own spells out of nothing but will power and intelligence. He'd fought great evil, and he'd protected the innocent. He'd traveled to alternate universes, had discovered realms parallel to his own, had traversed distant lands, and had discovered ancient plants. Yet this—the grey-blue pony sighed, running a hoof through his neatly trimmed, white beard.

This, he decided firmly, might well prove to be the most difficult thing he'd yet to do. This was a feat so daunting, an adventure so bizarre, that for the first time in his life, Star-Swirl felt completely and utterly out of his depths. Magic was a subject he knew more than he knew even himself, something he ceaselessly studied. Combat, diplomacy, these might not be his strong suit, but he _had_ studied and learned both subjects exceptionally well, and while a master he might not be, now he would put forth all of his knowledge and hope it was enough.

Another sigh. This was _not_ going to a walk in the park, certainly no piece of cake—

He froze, catching sight of a dark cluster of maroon berries attached to a single leaf. Suddenly forgetting the real reason he'd come so far into the great mountains, he bent over, studying the fruit carefully.

"Boysenberry?" He asked aloud, forgetting, also, about why he'd been so careful to avoid detection. "Interesting. Hmmmm. I wonder—"

He let the rest of his thoughts trail off, instead choosing to pop the cluster of berries into his mouth. Dark juice ejaculated everywhere as his flat teeth began the process of crushing the impromptu snack, staining his lips and soaking his inner cheeks. The tarty flavor sliding down his throat and overloading his taste buds was powerful and unexpected, yet not without pleasurable. He smacked happily, his current predicament replaced by joy and contentment. Even after the last sliver of berry skin had dissolved its way down his throat, he continued to smack, savoring, for that moment in time, the taste of the evaporating juice against his tongue. Once the taste had faded, his tongue ejected out from between his lips and cleared them of any remaining juice attempting to escape. Slurping his tongue around in his mouth, effortlessly hoping to find any pockets of remaining juice, his brilliant mind was once again at work. His horn glowed dull blue, and from nothingness appeared a large mixing bowl, a whisk, a mouthful of blueberries, a mouthful of boysenberries, flour, several other vital baking ingredients, a measuring cup, and, at last, a magical oven.

"Now, let's see here." He began, adding the ingredients and mixing his concoction with impossible easy. "Lemons are too sour, Grapefruits too bitter, and Raisins too sweet, but these—this is so wizard it just might work."

With the batter now complete, a set of muffin pans appeared out of nowhere, and immediately found themselves full of batter. Sliding the treys into the oven, another shot of magic created an intense flame, and then a final shot of magic sped up time around him, fast forwarding him several minutes into the future."

"Done!" He exclaimed happily, now drawing his finished product from the confines of the magical oven. Not bothered by the still-roasting temperature, Star-Swirl popped the muffin into his mouth and began chewing.

His eyes went wide, glistening as though lit by the stars themselves. For the briefest of moments he looked to be a child discovering Hearth's Warming Eve gifts for the first time, rather then the most powerful, wisest Unicorn alive in the modern era. Wet, breaded pieces of muffin tickled his throat on their way to his stomach, while the sweet tartness of the flavor itself assaulted and usurped his taste buds. His mind had now melted into perfected contentment, too overwhelmed by the taste of this treat to bother thinking of anything occurring around him.

"Blueberry muffins are too mainstream anyways." He muttered, suddenly taking a quill and scroll to begin recording his newest recipe. "I want things that won't only shock and amazing other ponies but also put a smile on their muzzle. Oh-ho! This is it! Wait until young Luna tastes—"

A scream of agony rent the air as he finished his recipe, jerking him from his brief reprieve. Vanquishing the assortment of items around him, Star-Swirl was suddenly forced to return his attention to the present, and to remember the great troubles that had brought him here. Moving forward, he brought himself to the stop of an ancient, stone staircase, now looking down upon the scene below.

A young mare was sailing through the air, her dull, yellow-green body lifeless as her body slammed into a once-proud column, stone debris flying in every direction as she slid to the ground below.

"YOU BETRAY ME!" Her assailant roared, his massive horn letting free a blast of violet thunderbolts that tore into his victim. "I TRUSTED YOU! I—"

"P-please, Cal—please—"

"SILENCE!"

"Ah've d-done n-nothin' but l-love yeh."

"LIAR!"

"Ah w-was o-only trying t-to hel- yeh—Ah—yer're s-scaring me. Ah—"

"I SAID SILENCE!" Another furious assault resulted in another fury of painful screams.

"N-no."

"WHAT?!"

Unbelievably, against all odds, the young mare regained her composure, her red mane frizzled and her emerald eyes sad. There was a nasty gash on her flank, right across the four red apples that were her cutie mark. Her lips bled as well, yet she refused to give up, her courageous heart and fearless determination winning out one final time.

"If Ah am doomed ta m-my fate," She explained, regaining some of her strength. "Yeh w-will hear m-me out. Ah w-will speak m-my peace."

"I—"

"Why are yeh doin' this, Cal?" She asked, using the nickname he'd once favored."

"I'm not—"

"Yeh are. You can call yourself _Lord Discord_ all yeh want, but you'll always be Cal, the stallion Ah love."

"YOU DON'T—"

"AH DO!" She bellowed, a new fire suddenly lighting up her eyes. "YEH BETRAYED EVERYTHING YOU'VE EVER STOOD FOR, EVERYPONY WHO'S EVER CARED FER YEH, AND FER WHAT? THIS?!" She asked, spreading her hooves out around her. "Fer power yeh can only _pretend_ you have, power that will always control ya?"

"I—NO! YOU—" He sighed, turning away from her. "You don't understand. What I've done—my new powers _must_ come to pass."

"Why?" She asked stubbornly. "What could possibly be so important that such darkness is required?"

"I—I've had another of my premonitions."

"So—yer sayin' ya dreamt this happened an' decided it was best ta just embrace it an' let it come ta pass. I—what?"

"Harmony shall lead to nothing but constant warfare. The forces of good can never truly banish the forces of evil." He explained. "Only Chaos can do that."

"You—"

"I've seen it. Harmony is against the very laws of nature itself, Appleseed. Surely you see this."

"No, Ah don't." She confessed. "Life is all about harmony—"

"NO!" He again roared. "NO IT ISN'T!"

"Then explain it ta me." She challenged.

"The law of life. The strong lead, the weak follow, or they die. Good doesn't always triumph over evil, life isn't always rainbows and fluffy bunnies. No pony is kind just to be nice—whether they admit it or not, everypony does the things they do for their own reasons. Life itself is about conflict, about explosive and unending change and evolution. Not everypony can get alone perfectly—different ponies will always clash, and to the winner goes the spoils. Chaos must rule if ponykind is to survive."

"Yeh're wrong." She again challenged. "Harmony is real—love _can_ conquer—"

"IT CAN'T!"

"Do yeh love me?"

"What?"

"Do yeh love me?" She repeated.

"I—of course I do, you know that."

"Then come away with me."

"What?"

"Let's go. Now. You an' me. Let's leave all o' this behind us and run away together, you an' me."

"I can't; you know—"

"Why not? It seems a pretty easy concept to understand to me."

"I've seen the truth, Appleseed—I _must_ fulfill my destiny. I _must—"_ His words died off, his head suddenly snapping up towards the top of the staircase, where Star-Swirl himself now stood. In that moment, their eyes locked, and Star-Swirl knew what must come next. There was no hope for his friend, not now.

"LIAR!"

Appleseed, turned, too, gazing up in terror, as though Star-Swirl was the harbinger of total destruction. "NO! Please-"

"YOU ARE WITH HIM!"

"No, Cal, I—"

"YOU BROUGHT HIM HERE TO KILL ME!" And with a crimson blast of energy now surrounding her, Appleseed was helpless as she began to levitate into the air, crimson bolts of lightning now ripping into her weakened body. At last, Star-Swirl moved forward, intercepting whatever his destiny might be.

"Let her go, Callisto!" Star-Swirl commanded, his steps down the stairs methodical, measured—deliberate. "Let her GO!"

A look of rage upon his face, Callisto at last released his prisoner, allowing her to slump to the ground, where she moved no more.

"IT WAS YOU!" He revealed. "YOU TURNED HER AGAINST ME!"

"You have done that yourself!" Star-Swirl retorted.

"YOU WILL NOT TAKE HER FROM ME!"

"Your anger and your lust for power have already done that." He countered. "You have allowed your inner darkness to twist your mind until now—until now you've become the very thing you swore to destroy."

"Don't lecture me, Star-Swirl. I can see through your lies, now. I do not fear the Dark Side, as you do! I will bring peace, freedom, and justice to my Empire!"

"Peace?" Star-Swirl scoffed. "Is that what this is?"

"Don't—"

"Where was the peace when you slew Wind Blaze? When you struck down Little Dipper and Big Dipper? Where was the peace as Rocky begged you for mercy, when yet you destroyed him as though he never mattered?" Star-Swirl asked, his mind again flooded by the memory of the tangled bodies of his friends, his comrades. "The Pony Guard was formed eons ago to protect the realm from the darkness, to bring harmony to chaos, to protect those unable to defend themselves. Until time ends, the Pony Guard _defends_! How could you forget that oath?!"

"Don't make me destroy you."

"Callisto, our allegiance is to Peace, to Harmony!"

"If you're not with me, then you're against me."

"Only the lost deal in absolutes." Star-Swirl sighed, bracing himself. "I'm sorry old friend, but I will do what I must." A blue aura surrounded his horn, a steely gaze now settling over his eyes.

"You will try." Callisto laughed.

His laughter still ringing in Star-Swirl's ear, Callisto moved—and suddenly he was gone. Realizing the danger he was in, Star-Swirl spun around just in time to watch as his foe reappeared on a ledge high above, a blast of burning orange energy lashing out towards the wizard pony. Star-Swirl sidestepped, but the explosion of the attack was so fiercely powerful that it flung him across the ancient courtyard, his silver cloak shredded by the stony debris accompanying him.

Forcing himself to his hooves, his horn ejected a small blast of emerald energy above him. Even as a second, equally-powerful attack snarled out at him, a bubble of green energy appeared on all sides, enveloping the Unicorn and shielding him from this blast. The resulting collision of opposing energy fields resulted in a fiery explosion. Using the smoke as cover to screen his movements, Star-Swirl lowered his protection and charged forward. Once in the thick of the smoky haze, he disappeared with a faint blue pop.

Reappearing clear of the still-rising smoke, he quickly took aim at the unsuspecting Callisto and fired his own attack, a beam of blue, crackling magical energy that roared angrily through the air, bent on some measure of retribution.

No. At the last possible moment, Callisto disappeared, teleporting to safety once more. Disappearing momentarily, he reappeared almost immediately, this time directly below the cliff now supporting Star-Swirl. The blast of crimson energy he released caught Star-Swirl directly beneath his muzzle, square in his neck, sending the other pony tumbling backwards in a helpless daze.

Laughter filling the air once more, Callisto fired a powerful beam of magic high into the air, and when it exploded drops of water began to drench the ground below. Immediately, reacting smartly to his magic, trees and stone morphed into troll-like creatures with heavy frames, bulky features, and impossible strength.

The closest of these creatures grabbed Star-Swirl from behind and began to squeeze with the full force of its obese body, quickly crushing the life from the magical pony. Realizing the danger he was now in as six more of these massive creatures approached, Star-Swirl did the only thing he could think of—he retreated. His energy draining, he summoned just enough magic for a simple teleportation spell, delivering himself from the impossible death-hold and into salvation—no.

Yet again Callisto was a step ahead.

"YOU CAN'T ESCAPE ME!" He bellowed with another blast of magic. This time, a stone wall collapsed near Callisto, and when the smoke cleared a hundred stone bricks were now swarming the battlefield, bat-like wings holding them aloft.

"I am more powerful than any pony. Even you."

As though to prove his point, he looked up. This time, there was no evidence of magic, no glowing objects preparing to attack. Instead, clouds formed from nowhere, and with a flash of lightning a cold, hard rain drenched everything in sight.

No. Not rain. Thinking perhaps this was some great trick, he stuck his tongue out to taste the new precipitation, and then his taste buds confirmed what he'd already known. It was no raining chocolate milk.

"This would be an interest concept were it not for the circumstances." He muttered, wishing this event could be under a different situation.

"That remains to be seen." Star-Swirl growled, preparing to renew his attack.

"There's nothing—"

Star-Swirl didn't let his foe finish his sentence. Instead, he blasted a beam of magic high into the air, and the chocolate milk instead turned into small stones, bombarding the ground (and Callisto) while another bubble of green energy offered Star-Swirl perfect protection.

Roaring in furious anger, Callisto charged, the pebbles becoming chocolate milk once more. Deciding desperate times called for desperate measures, Star-Swirl charged forward as well, the gap between the two immediately shortening as they raced for collision. At the last possible moment, however, Callisto once more disappeared.

Anticipating this, Star-Swirl again spun around. Acting on instinct alone, he tilted his head and brought it down towards the ground. No sooner had he done this than Callisto had returned, his horn angling for a cut at the older stallion's legs, as though he might be wielding a sword. Disengaging, Star-Swirl back stepped and unleashed a succession of rapid-fire cyan blasts, only for Callisto to dodge them before returning fire.

The sole blast issuing from Callisto's brown horn again hit home, catching Star-Swirl between his two front legs. So powerful was the blast that it sent him screaming backwards, helpless to control the unwanted flight—and right into the open arms of one Callisto's attack trolls.

"Destroy him." The other pony ordered.

Grabbing Star-Swirl by his back legs, the troll slung the pony over his head in a side-to-side motion, beating him into the stony ground. Not letting up, he repeated this motion several more times, slamming him first to one side and then to another. Once he'd grown bored of this, he flung the wizard across the courtyard with such force that his body smashed a stone pillar. With a vengeful roar, the troll monster charged forward, its behemoth foot catching him square center and sending him flying off the cliff and down to the forest depths below, helpless as he fell down the face of the great mountain.

He cratered into the ground, paralyzed from the force of the impact. Looking up, he could only watch helplessly as the troll sped down towards him, his feet crushing the wizard below. Star-Swirl's world went dark.

All around him swam the faces of his lost friends. Rocky, the black-maned stallion whose creamy-tan body laughed at every joke he told. Wind Blaze, her white body the color of the clouds her speed sliced, her crimson eyes full of mischief. Little Dipper, the all-seeing violet Pegasus who adored her older Unicorn brother, Big Dipper, the black pony whose weirdness was offset by a friendly demeanor and studious nature. Appleseed, the country pony who'd so loved Callisto, the bravest of their team.

 _'Until time ends, the Pony Guard defends!'_

 _'All for one, one for all!'_

 _'Liberty and Justice for all.'_

He opened his eyes, the blurry world before him slowly coming back into focus. From every direction, it seemed, laughter rained down upon him, soaking even deeper into him than the chocolate milk.

"You may be powerful, Star-Swirl the _Bearded_!" Callisto laughed, but you are no match for me!"

Painfully, his legs buckling in protest, Star-Swirl climbed back to his hooves.

"What?"

"Until time ends, the Pony Guard defends." Star-Swirl repeated. "You want victory, you'll have to kill me, Callisto, because until you do I will stand before you in protest!"

"Are you truly willing to die for such outdated ideals?"

"I am." He answered. "I am willing to die for my beliefs, but more importantly, I am willing to die defending those who cannot defend themselves. Until time ends, the Pony Guard defends!"

"That can be arranged." And another blast of burning energy snarled out, racing towards its next victim.

And then it happened.

When it collided with Star-Swirl, he found himself lifted off of the ground, wrapped in a silver ball of swirling energy. A burning fire tore through his body, reinvigorating him and healing his deep wounds. It was, he realized, as though somepony new had invaded his body and taken charge.

There then came a tingling sensation from his side, as though somepony had taken a feather to him. And then that energy exploded outwards, slamming Callisto into the side of the mountain and melting away his magical abominations.

"What—"

And then that energy was gone, Star-Swirl now bathed in a bright white light as he was lowered gently to the ground. A pair of wings stretched themselves out from his side as golden sparks began emanating from his horn.

"That's different." He murmured, realizing what this meant.

"No." Callisto growled. "That's not—it's not possible."

"Surrender, Callisto."

"Never! You may be an Alicorn, but my magic is just as strong!" And to prove himself, Callisto launched a beam of violet energy into the air. It expanded, condensed, and then slammed into its master. Immediately, without hesitation, without delay, a pair of great, powerful dragon wings erupted from his side, his horn growing long, and sabre-like.

"AND NOW YOU DIE!"

A blast of flames erupted from Callisto's horn, scorching everything in its path. Star-Swirl took the sky, evading these ferocious attacks before retaliating with his own. The blast of violet energy erupting from the new Alicorn's horn ripped through the air, narrowly avoiding Callisto's head. Barrel-rolling upwards, he then reversed course and shot down, targeting Star-Swirl's unprotected back.

Sensing the attack, Star-Swirl also folded his wings back and made for a steep dive, causing the evil pony to miss his attack and forcing him to give chase. As more tongues of flames lashed out at him, Star-Swirl began to zig and zag; it was as though he could sense where each renewed attack would be _before_ his fallen friend could do it.

Twisting around mid-air, Star-Swirl responded with a series of rapid-fire yellow beams of magic. Callisto began to dodge them, but quickly realized Star-Swirl's plan—moving the other pony into position, Star-Swirl responded with his strongest attack yet, a titanic sapphire beam of energy swallowing everything in its path. Callisto waited several long, dangerous moments, letting the attack close in on him. At the last possible moment, then, making the most of his element of surprise, he disappeared, his teleportation spell once again seeming to give him the advantage.

Star-Swirl resisted the urge to smile: predictable—it'd always been Callisto's greatest weakness. Closing his eyes, he allowed his reflexes to take over, he never guided his movement. Instead, wherever his head, his horn, decided to aim he allowed it to go as it willed. Before he could even think of what was happening, a blast of crimson magical energy rocketed forth, the force of its attack catching his attacker square in the chest as he materialized out of nothingness. Seizing his chance, Star-Swirl lashed forward, charging recklessly forward. A flurry of yellow beams took the surprised Unicorn by surprise, forcing him staggering back helplessly. After several dangerous moments, Callisto returned fire, but his own attack met Star-Swirl's own blast, the resulting explosion momentarily blinding them both. Again closing his eyes, Star-Swirl charged forward blindly, relying on sheer instincts to serve him once more.

This attack was honest and true. Not expecting such recklessness from his old friend, Callisto was taken by surprise when the Alicorn's angry form erupted furiously from the flaming explosion. So stunned was he that he had no time to dodge or counter this newest charge, and suddenly the dynamics of the fight had changed.

Star-Swirl's lengthy horn began a makeshift sabre, stabbing through skin, soft tissue, and muscle before emerging from the backside of the pony's leg. Roaring in unadulterated rage, a blast of green energy exploded from Callisto's horn, connecting with Star-Swirl at point-blank range. Helpless to defend himself, Star-Swirl was instead sent careening away, spiraling out-of-control towards the ground below.

Doing the only thing he could think of, he teleported once more, reappearing nearly instantly high above the field of battle on which the pair had been engaged. Shaking his head furiously, he brought himself back to the present, ignoring the blood still dripping from his proud horn. Even then, however, a blast of roaring flames jetted out towards him, forcing Star-Swirl to dive and evade in protest. Another attack followed suit, but now Star-Swirl was flying like never before. Now his movements had gone from shaky and botched to fluid and seamless, the newly-minted Alicorn all but swam around the blast of flames as they licked harmlessly towards him.

For eight-plus hours, the aerial dance continued, the world below them now afire. Neither combatant showed any signs of slowing down, nor did either of them offer a surrender. Star-Swirl instead remained patient, retaliating and then defending, all the while waiting on his opening.

As the fiery sun began to set at last, that chance came. His attack glanced off of Callisto's cheek, momentarily distracting him. Seizing this sudden opportunity, Star-Swirl grabbed his fallen friend's front hooves and jerked him as high into the sky as he could fly. He then began to swirl around, swinging the other pony and gathering more and more energy for what would come next. With a finality fit for the ages, Star-Swirl slammed his opponent down, sending Callisto crashing into the ground with such force that the resulting crater leveled everything around them. To finish his assault, Star-Swirl launched a rainbow-colored beam from his horn, the attack impacting the stunned Callisto with such force that a rainbow mushroom-shape cloud climbed high into the sky, completely hiding both combatants.

The battle, at long last, was over. Callisto had—

No. No. This wasn't possible—this couldn't—

Despite his stab wound, despite the sheer amount of damage he'd taken, in the face of such great exhaustion and weariness, as the rainbow-colored dust settled Callisto was forcing himself back to his hooves, his front left leg and hoof caked in still-seeping blood. Both ponies were beat, exhausted, in desperate need of resting and healing. As Callisto took his first step forward, a new, sinking feeling took over Star-Swirl, something he knew he could not afford to ignore.

' _I cannot defeat him. This will not go as I had hoped. Perhaps—were I older, more learned, more experienced, but this day can never be mine. I can draw this battle out longer still, but to what end?'_

Looking below where he now hovered, he could see clearly the flames spreading, the handiwork of all of Callisto's missed attacks. This was a remote range of mountains, a ragged forest of evergreens and wilderness yet to be fully explored. Star-Swirl knew, without knowing how he knew, that the longer he drew this battle out the greater the devestation would grow—eventually it might well find its way to civilization, to some pony town, such as the nearby Canterlot, a small, bustling village yet to reach its prime.

' _Until time ends, the Pony Guard defends. But is this truly defending? I can't fight him with sheer power and magic alone, but if I continue my defensive strategy more of this fair land will suffer.'_

He knew what must come next. He knew, now, that sometimes defending the innocent meant walking away from the battle. To win this war, he must now forfeit the battle.

Callisto's laughter brought him from his thoughts. And then something new hit him. No. Not quit.

"If you want to stop me, _Lord Commander_ , you shall have to kill me!" He cackled. "Star-Swirl the Murderer—"

"No."

"No?"

"Violence doesn't end violence, it only extends it."

"Philosophy will not save y—NO!"

Before Callisto could finish his declaration, a small, narrow rainbow had ejected itself from Star-Swirl's horn, connecting with Callisto's own horn.

"What—"

A glowing orb of orange energy now surrounded the other pony, a roaring wind now blowing Star-Swirl's mane about his face as he watched the scene unfold before him. Callisto screamed in agony, as though a thousand knives had dug themselves into his body, as though he was facing the greatest torture ever imagined before. Surely, the ground at his hooves had become soaked with both his blood and his tears.

"WHAT IS THIS MAGEEK?" He bellowed, his voice twisting and becoming distorted.

"I cannot defeat you." Star-Swirl declared, confessing the truth he'd just discovered. "However, I can still make you pay for the crimes you've committed this day."

"You—"

"I can see, now, that Callisto, the Bravest Pony in the Realm, is truly dead, now—I was indeed foolish for thinking I could save him."

"I—"

"However, I will _not_ stand idly by and allow the Lord of Chaos to parade around in the body of a pony who gave so much of himself to protect this Equestrian land, this—this Equestria."

A brilliant flash of light, then, momentarily blinded Star-Swirl. When at last he could see, the winged pony form of Callisto was gone, replaced, now, by a new spirit, a mishmash of various animals. His body now looked more like a snake with a lizard's tail. His right foot looked like that of a crocodile, the left that of a goat. His upper right extremity was the paw of a lion, and its opposite was an eagle's talon. Midways up the body were a pair of wings, one a Pegasus-like wing and the other a bat's wing. The odd body was then capped off by a Ponyesque head with elongated ears and a pair of mismatched horns. A single tooth jutted from his upper lip, and a white goatee-like beard hung from his chin. Star-Swirl ignored the surprise registering within.

It shouldn't be possible. These creatures were mythological, thought to be olden tales and nothing more, linked to various creation myths around the realm. Yet, here, now—

"A Draconequus." He declared, looking at the now-unconscious form of his one-time friend. "Not unfitting for the Lord of Chaos. Enjoy your victory here, my friend, for Harmony shall yet overrule the Chaos you so desire."

With a powerful flap of his new wings, Star-Swirl roared upwards, angling back towards the ruins where he'd first confronted Callisto. Smoke rising up as the wildfire raged unchecked, spreading rapidly across the battlefield, Star-Swirl made his landing, trotting over to the recovering Earth Pony called Appleseed, now the only other surviving member of his Pony Guard.

"Callisto?"

"No." Star-Swirl revealed. "It's me."

"Star-Swirl—yeh look awful."

"It's been a hard day."

"Ah know." Tears began to flow down her face once more as she pulled herself up onto her hooves. "Where's Cal?"

"I—I'm sorry, Apples."

"Yeh—ya k-kill—"

"No." Star-Swirl explained. "He destroyed himself. I simply had to watch."

"Ah'm sorry."

"I deserved it—"

"Nopony deserves havin' ta watch their best friend become a mon—"

"I saw the signs, Appleseed." He explained sadly. "I knew he was starting to question himself, to loose himself: I should have done something to help him."

"Why didn't ya?"

Star-Swirl sighed. "I loved him, nearly as you did—he was my friend, my brother. My heart was in denial of what my mind knew to be true, and it's cost us so much."

"The Pony Guard—"

"There is no Pony Guard." Star-Swirl explained. "Look at your flank." He added, motioning to where their second cutie mark should be, a symbol identical between all Guard Ponies. Looking down, the pair watched in helpless sadness as the set of wings raising up to surround a Unicorn's horn disappeared from their flanks. "The Guard was corrupted, and now purge is the only solution. Now, we go our separate ways."

"So then—what do we do now?"

Not knowing how to answer her question, Star-Swirl closed his eyes—and suddenly it happened. The black darkness he'd entered into lit up with blue flames. Multi-colored orbs—violet, orange, blue, white, pink, and yellow—began to swirl around in a tightening circle. Then, as they reached the center of his field of vision, they exploded, taking on multiple forms. A set of red apples. A trio of pink butterflies. A trio of cyan diamonds. A blue, yellow, and red bolt of lightning jetting down from a fluffy white cloud. A yellow balloon flanked by two lower blue balloons. These five symbols now swirled around a central image, a pink, elongated six-sided star with a white outline surrounded by five smaller white stars. He'd seen that symbol before, in his dreams. At the time, he'd discounted them as meaningless dreams, but now—perhaps there was more. Behind these six images exploded an orange sun with a golden core, the shadow of a crescent moon partially eclipsing the sun. And suddenly, it made more sense. Opening his eyes, he smiled.

"We shall be patient." He answered.

"Patient?"

"Indeed." He answered, and suddenly the two ponies disappeared in a blink of pink energy. When they reappeared, they found themselves in a pony school, watching as a trio of young ponies argued and fought over a prized bouncing ball.

"What—"

"Now, now, my little ponies." A small, kind voice chided, cutting Appleseed off. "We musn't fight over such trivial things. We're friends, after all."

"Celestia? Your apprentice?"

Star-Swirl nodded his head.

"Sorry Rich, you've had the ball all day—you can allow Hayseed to play with it for a little while. And look: the toy money's not being played with now, and that's what you _really_ wanted to play with."

As the conflict between the ponies began to simmer down, a shadowy figure appeared from behind Hayseed, and suddenly two magical clouds came clashing together with a loud, thunderous clap, the force of the sound so strong that it made the brown Hayseed begin to hiccup out of control.

"Luna!" Young Celestia reprimanded. "That was _not_ nice."

"But thou must agreest with me—it _is_ most funny."

"Discord may be the Lord of Chaos, Appleseed, and the Pony Guard may have fallen, but we have something far greater, an element that will yet defeat this darkness."

"Huh?"

His smile was larger than ever. "We have the Queen of Harmony."

"Always a silver lining, eh?"

"No, Celestia is not our silver lining."

"She ain't?"

"She's the sun that will soon explode into the sky and dispel the darkened clouds. The silver lining is that Callisto will live on."

"How?"

"The answer to that, my dear Appleseed," He explained, turning and walking away. "Is inside of you even now." His smile turned briefly sad. "Congratulations."

He turned and trotted off. "Until time ends, the Pony Guard defends."

* * *

 **So, thoughts, folks? How'd ya'll like it? Don't be afraid of leaving an honest review, let me know what you think.  
**

 **Also, in case you couldn't tell, the confrontation between Star-Swirl the Bearded and Callisto in the beginning was based heavily off of the confrontation between Obi-Wan Kenobi and Anakin Skywalker on Mustafar in _Star Wars: Episode III: Revenge of the Sith._**

 **Thanks for reading, and stay tuned for my new series, set to be released later this year!**


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